mrc20250331_10q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	FOR THE QUARTERLY PERIOD ENDED March 31, 2025

	OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______

Commission file number: 001-35479

MRC GLOBAL INC.

(Exact name of registrant as specified in its charter)

Delaware	20-5956993
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1301 McKinney Street, Suite 2300 Houston, Texas	77010
(Address of Principal Executive Offices)	(Zip Code)

(877) 294-7574
(Registrant’s Telephone Number, including Area Code)

________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	MRC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 86,066,530 shares of the registrant’s common stock (excluding 103,639 unvested restricted shares), par value $0.01 per share, issued and outstanding as of April 30, 2025.

Table of Contents

INDEX TO QUARTERLY REPORT ON FORM 10-Q

Page
PART I – FINANCIAL INFORMATION

ITEM 1.	financial statements (UNAUDITED)	3

	Condensed Consolidated Balance Sheets – MARCH 31, 2025 AND DECEMBER 31, 2024	3

	cONdENSED cONSOLIDATED STATEMENTS OF OPERATIONS – THREE MONTHS ENDED MARCH 31, 2025 AND MARCH 31, 2024	4

	Condensed Consolidated Statements of cOMPREHENSIVE INCOME – three months ended MARCH 31, 2025 AND MARCH 31, 2024	5

	Condensed CONSOLIDATED STATEMENTS OF STOCKHOLDERs’ EQUITY – three MONTHS ENDED MARCH 31, 2025 AND MARCH 31, 2024	6

	Condensed CONSOLIDATED STATEMENTS OF cash flows – THREE MONTHS ENDEd MARCH 31, 2025 AND MARCH 31, 2024	7

	Notes to the Condensed Consolidated Financial Statements – MARCH 31, 2025	8

ITEM 2.	management’s discussion and analysis of financial condition and results of operations	20

ITEM 3.	quantitative and qualitative disclosures about market risk	31

ITEM 4.	controls and procedures	31

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	32

ITEM 1a.	RISK FACTORS	32

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	32

ITEM 3.	Defaults Upon Senior Securities	32

ITEM 4.	MINING SAFETY DISCLOSURES	32

ITEM 5.	other information	32

ITEM 6.	Exhibits	33

Table of Contents

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

MRC GLOBAL INC.

(in millions, except per share amounts)

	*March 31,*			*December 31,*
	*2025*			*2024*
Assets
Current assets:
Cash	$	63		$	63
Accounts receivable, net		442			378
Inventories, net		460			415
Other current assets		30			29
Current assets of discontinued operations		4			36
Total current assets		999			921

Long-term assets:
Operating lease assets		171			170
Property, plant and equipment, net		95			89
Other assets		36			37

Intangible assets:
Goodwill, net		264			264
Other intangible assets, net		139			143
Total assets	$	1,704		$	1,624

Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable	$	434		$	329
Accrued expenses and other current liabilities		121			124
Operating lease liabilities		32			31
Current portion of debt obligations		4			3
Current liabilities of discontinued operations		2			21
Total current liabilities		593			508

Long-term liabilities:
Long-term debt		367			384
Operating lease liabilities		153			153
Deferred income taxes		39			35
Other liabilities		27			28

Commitments and contingencies

Stockholders' equity:
Common stock, $0.01 par value per share: 500 million shares authorized, 110,312,182 and 109,460,293 issued, respectively		1			1
Additional paid-in capital		1,777			1,779
Retained deficit		(674	)		(652	)
Less: Treasury stock at cost: 24,216,330 shares		(375	)		(375	)
Accumulated other comprehensive loss		(204	)		(237	)
Total stockholders' equity		525			516
Total liabilities and stockholders' equity	$	1,704		$	1,624

See notes to condensed consolidated financial statements.

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

MRC GLOBAL INC.

(in millions, except per share amounts)

	*Three Months Ended*
	*March 31,*			*March 31,*
	*2025*			*2024*
Sales	$	712		$	777
Cost of sales		570			618
Gross profit		142			159

Selling, general and administrative expenses		124			120
Operating income		18			39

Other (expense) income:
Interest expense		(9	)		(8	)
Other, net		—			(3	)

Income from continuing operations before income taxes		9			28
Income tax expense from continuing operations		1			8
Net income from continuing operations		8			20
Loss from discontinued operations, net of tax		(30	)		(1	)
Net (loss) income		(22	)		19
Series A preferred stock dividends		—			6
Net (loss) income attributable to common stockholders	$	(22	)	$	13


Basic earnings (loss) per common share:
Income from continued operations	$	0.09		$	0.16
Loss from discontinued operations		(0.35	)		(0.01	)
Basic (loss) earnings per common share	$	(0.26	)	$	0.15

Diluted earnings (loss) per common share:
Income from continued operations	$	0.09		$	0.16
Loss from discontinued operations		(0.35	)		(0.01	)
Diluted (loss) earnings per common share	$	(0.26	)	$	0.15

Weighted-average common shares, basic		85.7			84.7
Weighted-average common shares, diluted		85.7			86.1

See notes to condensed consolidated financial statements.

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

MRC GLOBAL INC.

(in millions)

	*Three Months Ended*
	*March 31,*			*March 31,*
	*2025*			*2024*
Net income from continuing operations	$	8		$	20
Loss from discontinued operations, net of tax		(30	)		(1	)
Net (loss) income	$	(22	)	$	19

Other comprehensive income (loss)
Foreign currency translation adjustments	$	5		$	(5	)
Reclassification of foreign currency translation adjustments to net income as a result of the sale of Canada		28			—
Total other comprehensive income (loss), net of tax		33			(5	)
Comprehensive income	$	11		$	14

SEC Form 10-Q filed by MRC Global Inc.